Judgment : ASHIM KUMAR BANERJEE,J. FACTS The Mitra Institution (Main) is a well-known school in the Central Calcutta. The respondent was its Headmaster at the relevant period. The school charged him for embezzlement of fund that resulted in a criminal case being initiated against him. The criminal case was pending and he was facing the charges, inter alia, under Section of the Indian Penal Code. On May 3, 2010 the respondent filed a criminal case on the ground of alleged irregularity in school administration by the secretary and Assistant Headmaster in connivance with some of the teachers. On May 6, 2010 the secretary of the school put the respondent under suspension as a consequence of a meeting of the Managing Committee held on April 29, 2010. In or about July, 200 the respondent challenged the order of suspension by filing a writ petition being W.P. No.10370 of 2010. The learned Single Judge vide judgment and order dated July 14, 2010 disposed of the writ petition by granting him leave to file a representation against the decision of the school to suspend him raising all points that were available to him in law except those decided by His Lordship in the said judgment and order. In terms of the liberty granted by the learned Single Judge, he filed a representation on July 20, 2010. The Board considered his representation in its meeting of the Executive Committee on August 19, 2010 and held that the resolution adopted by the Managing Committee dated April 29, 2010 could not be said to be invalid. In the meantime, on July 15, 2010 the school issued him a charge-sheet asking him to show-cause as to the financial irregularity allegedly committed by him. He filed another writ petition being W.P. No.1261 of 2010. The learned Single Judge vide judgment and order dated October 6, 2010 gave direction for filing affidavits. His Lordship, however, declined to pass any interim order. The matter was heard upon affidavits. Another learned Judge heard the writ petition on several dates and disposed of the same by quashing the resolution dated April 29, 2010. The learned Single Judge held that the meeting had no quorum. Pertinent to note out of thirteen members, seven members were present and voted in favour of the resolution. The learned Judge held that one of the members present was a Departmental Nominee. The learned Single Judge held that the meeting had no quorum. Pertinent to note out of thirteen members, seven members were present and voted in favour of the resolution. The learned Judge held that one of the members present was a Departmental Nominee. He retired on August 31, 2009 and on such eventuality, he ceased to be a member of the said Committee. Hence, his presence was of no consequence. After holding that he stood disqualified to remain a member of the Committee. The learned Judge held that out of thirteen members, six members were present and voted in favour of the resolution that was below fifty per cent of the total number of members. Hence, there was no quorum. Being aggrieved, the Managing Committee preferred the instant appeal. CONTENTION Mr. Sudip Ghosh, learned counsel appearing for the appellant, contended that so long the Departmental Nominee was not replaced by another member, his presence could not be disregarded. Mr. Ghosh relied on Rule 6A and 11 of the Management Rules to show that the view expressed by the learned Judge was erroneous as in terms of Rule 6A, the members to be nominated by the District Inspector of Schools under the first proviso shall be replaced by the District Inspector of Schools within thirty days from the date of election of members of different category. In case of a Panchayat Nominee, the member nominated from the local Panchayat under the first proviso shall be replaced by the local Panchayat within thirty days from the date of election of members from different category and they would continue to be the members unless replaced. According to him, as per Rule 6, one Departmental Nominee should be appointed through the District Inspector of Schools. Rule 11 prescribes procedure for filling up of casual vacancies. It provides that if any member failed to fulfill the qualification in respect of which he was elected, nominated or co-opted, he would cease to be a member and such vacancy would be filled up by the procedure laid down under Section 6A. As per Rule 11(4), any member elected, nominated or co-opted in the casual vacancy shall hold office for the unexpired portion of the period. As per Rule 11(4), any member elected, nominated or co-opted in the casual vacancy shall hold office for the unexpired portion of the period. Rule 22 of the Election Rules would speak of Departmental Nominee which, inter alia, provides that within three days of declaration of result, the Head of the Institution or any person authorized by the District Inspector of Schools shall write to the District Inspector asking for Departmental Nominee. The constitution of the Managing Committee would be complete on the placement of the Departmental Nominee. Mr. Ghosh contended that no qualification was prescribed for a Departmental Nominee. Hence, the eventuality of his retirement had no relevance. He would only be considered as disqualified in case he was replaced by a new nominee or he was withdrawn by the District Inspector. The State should be deemed to have been represented by the Departmental Nominee. He further contended that there was no hard and fast rule and/or prescribed qualification as to who would be the Departmental Nominee. In this regard, he referred to the case of Sanat Roychowdhury Institution at 12/3, Gobinda Mukherjee Road, Calcutta – 700 046 where one Naresh Chandra Jana, Head of the Department, Bengali, Calcutta University, was nominated as Departmental Nominee. He was admittedly not a State Government employee. Per contra, Mr. Subir Sanyal, learned counsel appearing for the respondent, contended that the circular relied upon by Mr. Ghosh on the filling up of casual vacancy in case of Panchayat Nominee could not override the statutory provisions which would otherwise obligate the State to replace the Departmental Nominee on the retirement of the existing member who ceased to be a Departmental Nominee on his retirement. For instance, the case of guardian’s representative, as per Rule 30, a guardian’s representative would automatically disqualify himself or herself on his or her ward being passed out or having left the school for any reason. He also referred to Rule 10(3) which, inter alia, provides that quorum would denote fifty per cent of total number of members, fraction of any, being computed as one. He relied on two decisions of our Court being the case of Amarendra Nath Chatterjee Vs. Dwijendra Nath Halder and Ors. reported in Volume-VIIIX Calcutta Weekly Notes Page 260 and an unreported decision in the case of Netai Chand Manna Vs. District Inspector of School (S.E.) Calcutta and Ors. dated June 11, 1992. He relied on two decisions of our Court being the case of Amarendra Nath Chatterjee Vs. Dwijendra Nath Halder and Ors. reported in Volume-VIIIX Calcutta Weekly Notes Page 260 and an unreported decision in the case of Netai Chand Manna Vs. District Inspector of School (S.E.) Calcutta and Ors. dated June 11, 1992. He also relied on the Apex Court decision in the case of State through Narcotics Control Bureau Vs. Kulwant Singh reported in All India Reporter 2003 Supreme Court 1599. He referred to paragraph 23 and 24 wherein the word “Department” was interpreted. According to the Apex Court, it would connote a branch or division of Government administration. It also observed, in absence of any precise definition, the word ‘Department’ must be given its natural and ordinary meaning unless the legal context would require a different meaning. While giving reply, Mr. Ghosh contended that the instance of guardian would have no implication in the instant case as it was specific under the rules. In case of Departmental Nominee, no specific exclusion was provided for. The rule was rather silent on the issue. He reiterated that no qualification was prescribed for a Departmental Nominee. Hence, retirement would not be fatal and would not constitute his disqualification so long he was not replaced by anyone. OUR VIEW We have considered the rival contentions. We fully agree with His Lordship on the interpretation. We fully agree with His Lordship on the logic advanced by My Lord interpreting the appropriate provisions. However, we join issue at the conclusion when His Lordship held the meeting invalid in absence of a quorum as according to us, despite the earlier part of the judgment being upheld by us arithmetical calculation of His Lordship on the quorum is not acceptable to us. We have considered the relevant rules so highlighted above. We see that the Head of the Department of Calcutta University was appointed as a Department Nominee in one Institution. We do not know under what circumstance it was done. To give an ordinary meaning particularly when the rule was silent the Departmental Nominee would denote an employee of the State working in the Education department so that in an aided Institution, the Government would be able to keep control and oversee its affairs particularly when the State would fund the school to a substantial extent. To give an ordinary meaning particularly when the rule was silent the Departmental Nominee would denote an employee of the State working in the Education department so that in an aided Institution, the Government would be able to keep control and oversee its affairs particularly when the State would fund the school to a substantial extent. Pertinent to note, the teaching and non-teaching staff of an aided Institution are paid from the State exchequer. It would not be proper for a retired employee who would have no connection with the Department to represent the State effectively. Hence, it would be proper for the Government to replace him immediately on his retirement. So long it was not done, the retired employee would not have any say in the matter. The matter may be viewed from another angle. The school is an autonomous body. It runs through a private committee having no strings of State. The school only permits the State to depute their nominee in the Committee and such restriction is lawful and logical because of the stake of the State in the matter. It would not be proper for someone to remain in the helm of the affairs not being connected either with the school or with the Government. Hence, we hold that the concerned nominee ceased to be a nominee on his retirement. The Government knew about his retirement. They should have replaced him. On that score, we are in full agreement with His Lordship. The school had thirteen valid members. As per Rule 10(3), fifty per cent would mean seven members. However, once the Departmental Nominee gets disqualified, the constitution of the Committee becomes twelve. Fifty per cent of which would constitute six. Admittedly, six members were present and voted in favour of the resolution. It would not be proper for us, on one hand to disqualify one member and on the other hand, count his number to constitute quorum. With deepest regard we have for His Lordship, the Single Bench decision in the case of Amarendra Nath Chatterjee (supra) would not inspire us. In any event, a proposition of law could not have abstract application, it would depend upon the factual matrix. In the case of Amarendra Nath Chatterjee (supra) Committee constituted of eleven members. With deepest regard we have for His Lordship, the Single Bench decision in the case of Amarendra Nath Chatterjee (supra) would not inspire us. In any event, a proposition of law could not have abstract application, it would depend upon the factual matrix. In the case of Amarendra Nath Chatterjee (supra) Committee constituted of eleven members. The strength got reduced due to death and cessation and the posts were not filled up.Five members held meeting and passed a resolution that was held to be bad by His Lordship. From the facts it appears that the school allowed the vacancies to continue for the substantial period. Out of eleven members, four members were from guardian, three members from teacher representatives, one life-member, one donor, one Departmental Nominee and the Head of the Institution. The Departmental Nominee was acting as President of the Committee. One guardian representative was elected as Vice-President. The Departmental Nominee resigned from the post of the President, another member was elected as President. He, thereafter, ceased to be a member of the Committee. The Vice-President also ceased to be a member because his ward had left the school. The life-member also died long before. The number was reduced to nine; the school did not fill up the two vacancies. There was further reduction in numbers. Considering such aspect, the learned Judge held that the resolution by five members was invalid in absence of quorum. We refrain from making any comment on the said decision. We are of the view that considering the factual matrix involved therein, His Lordship observed so. In our case out of thirteen members, twelve members were valid and existing. The disqualification of the Departmental Nominee was an eventuality for which the school had no control. It is true that at the time of constitution of the Managing Committee, election was held in various categories, such constitution was not complete unless the Departmental Nominee was placed. Such provision was made so that the Departmental Nominee could take part in election of office bearers being a vital act of the Managing Committee. In the instant case, the constitution was complete on placement of the Departmental Nominee. The State knew that he would be retiring on a certain date. Hence, it was incumbent upon them to replace him. Merely because he was not replaced, the school could not be asked to wait for his replacement. In the instant case, the constitution was complete on placement of the Departmental Nominee. The State knew that he would be retiring on a certain date. Hence, it was incumbent upon them to replace him. Merely because he was not replaced, the school could not be asked to wait for his replacement. The Managing Committee was, thus, lawful and entitled to run the school with the reduced strength of twelve members so long a new nominee did not join. On his retirement the strength of the Managing Committee should be considered as twelve and not thirteen. Hence, resolution by six members present and voted was lawful. RESULT The appeal succeeds and allowed. The judgment and order of the learned Single Judge is set aside. The appeal is disposed of. There will be no order as to costs. DIRECTION Urgent Xerox certified copy of this order, if applied for, be given to the parties on their usual undertaking. Shukla Kabir (Sinha), J: I agree.